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ings, executing a proxy to vote at any meeting and executing written consents, to cause the election to the Board of: (a) One person designated by David J. Mitchell to serve as the Series A Director, who shalt initially be David J. Mitchell, for so long as such Stockholder and its Affiliates (as defined below)
ding meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board of Directors (the "Board") shall be set at five (5) directors. 2.2 Board Composition. Each of the Stockholders shall vote all of their Stockholder Shares, and shall take a
be deemed an original, but all of which together shall constitute one instrument. eanne Houweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent may be signed in one or more counterparts, each of which shall be deemed an original, but all of w
aware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the board of directors (the "Board") of the Company has determined that it is in the best interests of the Company and its stockholders to amend its Amended and Restated Certificate
ll be deemed an original, but all of which together shall constitute one instrument. i tA4-4-• H Jonathan Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289516 This Unanimous Written Consent may be signed in one or more counterparts, each o
ADFIN SOLUTIONS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS December 26 , 2013 The undersigned, being all of the directors (the "Board") of AdFin Solutions, Inc., a Delaware corporation (the "Company"), do hereby adopt the following resolutions by unanimous written consent as autho
rparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Jonathan Le orf David J. Mitchell WEST\240768952.3 EFTA00289537 This written consent of the stockholders may be executed in counterparts, each of which shall be deemed to be an o
aware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company and its stockholders to approve a certificate of amendment of the Amended and
Entities connected to both David J. Mitchell and the "Board

George Mitchell
PERSON
Jeffrey Epstein
PERSONJonathan Leitersdorf
PERSON
Eric Holder
PERSONAdFin Solutions
ORGANIZATIONDarren Indyke
PERSONGil Mandelzis
PERSONthe Common Stock
ORGANIZATION
Samantha Power
PERSON
the Board of Directors
ORGANIZATIONMatt Oshinsky
PERSON
U.S. Virgin Islands
LOCATION
Tom Glocer
PERSONJeanne Brennan
PERSONthe Bylaws of the Company and Section 141(0
ORGANIZATIONSouthern Trust Company
ORGANIZATION
THE BOARD OF DIRECTORS
ORGANIZATIONRoy Lowrance
PERSONthe Initial Closing
ORGANIZATION
New York
LOCATION